Chapter 2 - Gwu

The Power/Right to Dissolve
� “[T]here always exists the power, as opposed to the right, of
dissolution” [Collins v. Lewis] What does this mean?
� Three types of dissolution:
� by act of one or more partners [UPA §31(1)-(2)]; e.g.:
� At the termination of the partnership’s term or particular undertaking, or, if it
has none, at the will of any partner;
� Wrongful dissolution: In contravention of the agreement between the partners,
by the express will of any partner at any time.
� by operation of law [UPA §31(3)-(5)]
� Due to death or bankruptcy of a partner, or due to bankruptcy or unlawfulness
of the partnership.
� by court order [UPA §31(6); §32]
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